TIDMPAG
RNS Number : 9230C
Paragon Banking Group PLC
13 February 2020
Paragon Banking Group PLC:
Result of Annual General Meeting
The Annual General Meeting ("AGM") of Paragon Banking Group PLC
(the "Company") was held today at 9.00am at the offices of UBS AG
London Branch, 5 Broadgate, London, EC2M 2QS.
All resolutions were passed on a poll and the polling results
for each resolution are set out below:
Resolutions Votes % of Votes Against % of Votes % of Votes
For Votes Votes Total ISC Voted Withheld
Cast Cast
For Against
1. To receive
and consider
the Company's
Annual Report
and Accounts
for the year
ended 30
September
2019, the
Strategic
Report and
the Reports
of the Directors
and the Auditor. 211,463,680 99.99% 11,499 0.01% 211,475,179 82.46% 211,788
------------ -------- -------------- --------- ------------ ----------- -----------
2. To consider
and approve
the Directors'
Remuneration
Report for
the year
ended 30
September
2019, excluding
the Directors'
Remuneration
Policy. 150,343,775 71.02% 61,340,110 28.98% 211,683,885 82.54% 3,082
------------ -------- -------------- --------- ------------ ----------- -----------
3. To consider
and approve
the Directors'
Remuneration
Policy, to
take effect
from the
date of this
AGM. 157,352,402 74.33% 54,331,483 25.67% 211,683,885 82.54% 3,082
------------ -------- -------------- --------- ------------ ----------- -----------
4. To declare
a final dividend
of 14.2p
per ordinary
share. 211,685,468 100.00% 1,499 0.00% 211,686,967 82.54% 0
------------ -------- -------------- --------- ------------ ----------- -----------
5. To reappoint
as a director
of the Company
Fiona Clutterbuck. 199,743,471 98.96% 2,102,713 1.04% 201,846,184 78.71% 9,840,783
------------ -------- -------------- --------- ------------ ----------- -----------
6. To reappoint
as a director
of the Company
Nigel Terrington. 210,271,314 99.42% 1,216,640 0.58% 211,487,954 82.46% 199,013
------------ -------- -------------- --------- ------------ ----------- -----------
7. To reappoint
as a director
of the Company
Richard Woodman. 209,412,423 99.02% 2,075,531 0.98% 211,487,954 82.46% 199,013
------------ -------- -------------- --------- ------------ ----------- -----------
8. To reappoint
as a director
of the Company
Peter Hartill. 209,282,728 98.96% 2,204,640 1.04% 211,487,368 82.46% 199,599
------------ -------- -------------- --------- ------------ ----------- -----------
9. To reappoint
as a director
of the Company
Hugo Tudor. 197,110,968 93.20% 14,376,336 6.80% 211,487,304 82.46% 199,663
------------ -------- -------------- --------- ------------ ----------- -----------
10. To reappoint
as a director
of the Company
Barbara Ridpath. 210,198,307 99.39% 1,289,647 0.61% 211,487,954 82.46% 199,013
------------ -------- -------------- --------- ------------ ----------- -----------
11. To reappoint
as a director
of the Company
Finlay Williamson. 210,457,548 99.51% 1,029,820 0.49% 211,487,368 82.46% 199,599
------------ -------- -------------- --------- ------------ ----------- -----------
12. To reappoint
as a director
of the Company
Graeme Yorston. 210,185,846 99.38% 1,301,522 0.62% 211,487,368 82.46% 199,599
------------ -------- -------------- --------- ------------ ----------- -----------
13. To reappoint
KPMG LLP
as auditor
of the Company. 204,734,968 100.00% 2,601 0.00% 204,737,569 79.83% 6,949,398
------------ -------- -------------- --------- ------------ ----------- -----------
14. To authorise
the directors
to fix the
remuneration
of the auditor. 211,486,241 100.00% 1,726 0.00% 211,487,967 82.46% 199,000
------------ -------- -------------- --------- ------------ ----------- -----------
15. THAT
the Board
is generally
and unconditionally
authorised
to allot
shares in
the Company. 211,463,915 99.99% 20,267 0.01% 211,484,182 82.46% 202,785
------------ -------- -------------- --------- ------------ ----------- -----------
16. THAT,
the Board
be authorised
to disapply
pre-emption
rights on
up to five
percent of
the issued
share capital
(excluding
treasury
shares). 211,456,401 99.99% 29,861 0.01% 211,486,262 82.46% 200,705
------------ -------- -------------- --------- ------------ ----------- -----------
17. THAT,
the Board
be authorised
to disapply
pre-emption
rights on
an additional
five percent
of the issued
share capital
(excluding
treasury
shares). 194,349,546 91.90% 17,121,243 8.10% 211,470,789 82.46% 215,719
------------ -------- -------------- --------- ------------ ----------- -----------
18. THAT
the Company
be authorised
to make market
purchases. 211,102,840 99.97% 54,411 0.03% 211,157,251 82.34% 529,716
------------ -------- -------------- --------- ------------ ----------- -----------
19. THAT,
the Board
be authorised
to allot
shares and
grant rights
to subscribe
for or to
convert any
security
into shares
in connection
with the
issue of
Additional
Tier 1 Securities. 211,429,960 99.97% 55,793 0.03% 211,485,753 82.46% 201,214
------------ -------- -------------- --------- ------------ ----------- -----------
20. THAT,
the Board
be authorised
to disapply
pre-emption
rights in
relation
to the issue
of Additional
Tier 1 Securities. 211,395,069 99.96% 90,684 0.04% 211,485,753 82.46% 201,214
------------ -------- -------------- --------- ------------ ----------- -----------
21. THAT
a general
meeting other
than an annual
general meeting
may be called
on not less
than 14 clear
days' notice. 206,168,582 97.40% 5,513,073 2.60% 211,681,655 82.54% 5,312
------------ -------- -------------- --------- ------------ ----------- -----------
The Board notes that while Resolutions 2 and 3 were passed with
a majority of 71.02% and 74.33%, some shareholders opposed these
resolutions.
The Remuneration Committee engaged in early and extensive
consultations with a wide group of the Company's shareholders, and
the Board is therefore disappointed with the result. The proposed
package of measures is aimed at ensuring that the Executive
Directors' remuneration arrangements properly serve the best
interests of the Company and its shareholders. The Board will
continue to engage with shareholders and the Company will publish
an update on that engagement within six months of the Annual
General Meeting.
The full text of all of the resolutions can be found in the
Notice of Annual General Meeting which is available for viewing at
the National Storage Mechanism at www.morningstar.co.uk/uk/NSM and
at the Company's website, www.paragonbankinggroup.co.uk.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy
of the resolutions passed at the meeting concerning special
business (being resolutions numbered 15 - 21) will shortly be
available for inspection at the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM.
Enquiries:
Pandora Sharp, Company Secretary
0121 712 2075
Notes:
(a) The votes "For" include those votes giving the Chair of the Board discretion.
(b) A vote "Withheld" is not counted towards the votes cast "For" or "Against" a resolution.
(c) For resolutions 4, 13 and 14 as the results are reported to
two decimal places the percentage of votes "For" is shown as
100.00% and "Against" as 0.00% as there were insufficient votes
lodged "Against" to register.
(d) The issued share capital figure used to calculate the
percentage voted is 256,458,470. This is the figure as at 11
February 2020 and excludes the number of ordinary shares held in
treasury on the Register of Members as at that date.
(e) Resolutions 1 to 15 (inclusive) and Resolution 19 were
ordinary resolutions. Resolutions 16, 17, 18, 20 and 21 were
special resolutions.
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RAGKKNBKDBKDKBD
(END) Dow Jones Newswires
February 13, 2020 07:30 ET (12:30 GMT)
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